Black Mass definition
Examples of Black Mass in a sentence
As of the Execution Date, Traxys and Li-Cycle have no other pending commitments for the sale of Black Mass.
Within [XXX] following the end of each month during the Term, North America Seller shall prepare and submit a report to Traxys (the “Black Mass Monthly Report”), setting forth the Black Mass sold to Glencore or other applicable Buyer during such month (if any) and setting forth the calculation of the marketing fees payable to Traxys on such Black Mass sales (including any adjustments to determine the Customer Final Price in accordance with Section 3(b)(i) above).
The Parties acknowledge that Li-Cycle and Traxys have entered into a letter agreement dated February 23, 2024, pursuant to which Traxys has provided a limited one-time waiver to permit North America Seller to sell certain inventory directly to third-party customers, subject to Traxys being paid its customary marketing fee of [XXX] (in accordance with the terms of the Traxys Black Mass Agreement).
As between Li-Cycle and Glencore, such Black Mass shall be considered “Glencore Committed Black Mass” under the terms of the Black Mass Offtake Agreement, and Li-Cycle and Glencore shall enter into separate “Black Mass Sale Agreements” with respect to such Black Mass under the terms of the Black Mass Offtake Agreement.
The Parties specifically acknowledge and agree that (as set out in Section 1 of the Traxys Black Mass Agreement) all decisions concerning Spoke operations and the timing and quantity of Black Mass available for sale shall be made by the North America Seller, in its sole and absolute discretion.
As between Li-Cycle and Glencore, for the purposes of the Black Mass Offtake Agreement, Glencore agrees that North America Seller shall pay Glencore (or its applicable affiliate) a marketing fee equal to [XXX] for such Black Mass, and such fee shall be deemed to be the “Black Mass Marketing Fee” for the purposes of such sales only.
The parties acknowledge that purchases and sales of Black Mass made under the Original Agreement and not yet settled as of the Effective Date shall be governed by and settled in accordance with the terms of this Agreement (with the first such settlement to be made on January 31, 2022, in accordance with the terms of Section 8.3).
Seller may determine that some or all of its Black Mass production may be required for its internal purposes (including inventory build, commissioning and start-up of commercial production at Hub 1 or any other Commercial Hub that may be developed by the Seller in future), thus reducing the quantity of Black Mass available for sale to Buyer under this Agreement.
For greater certainty, however, after the start-up of operations at Hub 1, where Seller has Black Mass production from its North American Spokes that is not required for its internal purposes, Seller shall continue to sell 100% of such Black Mass to Buyer under the terms of this Agreement, as Seller’s exclusive off-taker of Black Mass during the term of this Agreement.
The Black Mass shall have the specifications as set out below, and shall be on-sold by us to our third-party end customers on a global basis (“Customers”).